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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITY
         EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

/  /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITY
         EXCHANGE ACT OF 1934



                         Commission File Number: 0-19813

                               InfoNow Corporation
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                                   04-3083360
             --------                                   ----------
      (State of incorporation)              (I.R.S. Employer Identification No.)


            1875 Lawrence Street, Suite 1100, Denver, Colorado, 80202
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                  303-293-0212
                                  ------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                                
                              [X] Yes [ ] No

As of August 7, 1998,  there were 6,815,243  shares of the  Registrant's  common
stock outstanding.

Transitional Small Business Disclosure Format           Yes       No    X
                                                            -----     ----- 



<PAGE>


                               INFONOW CORPORATION

                                      INDEX
                                                                       Page No.
                                                                       -------
                          PART I. FINANCIAL INFORMATION

ITEM 1.       CONSOLIDATED FINANCIAL STATEMENTS

              Unaudited Balance Sheets - June 30, 1998
                and December 31, 1997......................................3

              Unaudited Statements of Operations - For the Three
                Months and Six Months Ended June 30, 1998 and
                June 30, 1997..............................................4

              Unaudited Statement of Stockholders Equity (Deficit)
                - For the Six Months Ended June 30, 1998...................5

              Unaudited Statements of Cash Flows - For the Six Months
                Ended June 30, 1998 and June 30, 1997......................6

              Notes to Unaudited Consolidated Financial Statements.........7


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS........................8


                           PART II. OTHER INFORMATION

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS...................12
           
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........13

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K............................14

              SIGNATURES..................................................14


                                       2
<PAGE>
<TABLE>
<CAPTION>
                                         
                                      PART I - FINANCIAL INFORMATION
                                      ------------------------------

ITEM 1. FINANCIAL STATEMENTS

                                     INFONOW CORPORATION AND SUBSIDIARY
                                         CONSOLIDATED BALANCE SHEETS
                                          (US Dollars in Thousands)

Assets                                                             June 30, 1998         December 31, 1997
                                                                   -------------         -----------------
                                                                    (Unaudited)
CURRENT ASSETS:
<S>                                                                <C>                       <C>         
Cash and cash equivalents                                          $      1,707              $        325
Accounts receivable, net                                                    274                       177
Other current assets                                                         62                        20
                                                                   ------------              ------------
         Total current assets                                             2,043                       522

Property and Equipment, net                                                 658                       647

Software development costs, net of accumulated
   amortization of $504 and $384 at June 30, 1998
   and December 31, 1997 respectively                                        26                       146
Other assets and deferred charges                                            12                         9
                                                                   ------------              ------------
         Total assets                                              $      2,739              $      1,324
                                                                   ============              ============

CURRENT LIABILITIES:
Accounts payable and accrued expenses                              $        493              $        407
Notes payable-current portion                                               203                       204
Unearned revenue and prepaid service fees                                   257                       263
Capital lease obligation-current                                              5                         5
                                                                   ------------              ------------
         Total current liabilities                                          958                       879

CAPITAL LEASE OBLIGATION                                                      3                         5
NOTES PAYABLE                                                                20                        42

STOCKHOLDER'S EQUITY
Common stock, $.001 par value;                                       15,000,000
   shares authorized, 6,815,243 and
   5,364,179 shares issued and outstanding
   at June 30, 1998 and December 31, 1997 respectively                        7                         5

Additional paid-in capital                                               23,895                    21,904
Accumulated deficit                                                     (22,144)                  (21,511)
                                                                   ------------              ------------
         Total stockholder's equity                                       1,758                       398
                                                                   ------------              ------------
Total liabilities and stockholder's equity                         $      2,739              $      1,324
                                                                   ============              ============





               The accompanying notes are an integral part of these financial statements

                                                    3
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<PAGE>
<TABLE>
<CAPTION>

                                          INFONOW CORPORATION AND SUBSIDARY
                                  CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                                      (In thousands, except per share amounts)


                                    For the Three Months Ended June 30,           For the Six Months Ended June 30,

                                           1998             1997                      1998              1997
                                           ----             ----                      ----              ----

<S>                                     <C>               <C>                       <C>              <C>      
SALES                                   $     519         $    162                  $    961         $     388

OPERATING EXPENSES:

Cost of sales                                 448              396                       854               749
Selling, general and administrative           421              547                       759               922
Impairment of long lived assets                 0                2                         0              (363)
                                        ---------         ---------                 --------         ----------

Total operating expenses                      869              945                     1,613             1,308
                                        ---------         --------                  --------         ---------
Net loss from operations                     (350)            (783)                     (652)             (920)

OTHER INCOME (EXPENSE):

Interest income (expense), net                 13                5                        12                12
Debt forgiveness gain                           1                0                         2                 0
Other non-operating income                      0                0                         4                 0
                                        ---------         --------                  --------         ---------
Loss from continuing operations              (336)            (778)                     (634)             (908)

DISCONTINUED OPERATIONS:

Income (loss) from operations
    of Cimarron                                 0              118                         0               108
                                        ---------         --------                  --------         ---------

NET LOSS AND
     COMPREHENSIVE LOSS                 $    (336)        $   (660)                 $   (634)        $    (800)
                                        =========         ========                  ========         =========

Basic and diluted EPS per common share:
    Continuing operations               $   (.05)         $   (.14)                 $   (.11)        $    (.17)
    Discontinued operations                     0              .02                         0               .02
                                        ---------         --------                  --------         ---------
Net loss                                $ (.05)           $   (.12)                 $   (.11)        $    (.15)

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                      6,174,789         5,364,421                 5,561,448        5,472,209
                                        =========         =========                 =========        =========








                   The accompanying notes are an integral part of these financial statements

                                                         4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                        INFONOW CORPORATION AND SUBSIDARY
                              STATEMENT  OF   STOCKHOLDERS'   EQUITY   (DEFICIT)
                               (UNAUDITED)  For the six months ended June 30, 1998
                                             (US Dollars in Thousands)

                                                       Common Stock              Additional       Accumulated
                                                    Shares       Amount       Paid-in Capital       Deficit
                                                    ------       ------       ---------------     -----------

<S>                                               <C>                  <C>       <C>               <C>        
BALANCES, December 31, 1997                       5,364,179            5         $  21,904         $  (21,511)
Issuance of common stock
  in exchange for note                                2,000            -                 1                  -
Common shares valued at US$1.75
   per share for cash in March 27, 1998
   private placement, net of financing
   costs of $10,000                                 450,000            1               777                  -
Non-cash charges related to the
   issuance of options and warrants to
   purchase common stock issued to
   consultants                                            -            -                76                  -
Common shares issued upon exercise
   of warrants and options at prices
   ranging from $0.40 to $1.40
   per share                                        999,064            1             1,137                  -
Net loss                                                  -            -                 -               (633)
                                                  ---------   ----------         ---------          ---------

BALANCES, June 30, 1998                           6,815,243   $        7         $  23,895          $ (22,144)
                                                  =========   ==========         =========          =========




                   The accompanying notes are an integral part of these financial statements

                                                       5

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                               INFONOW CORPORATION AND SUBSIDARY
                        CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                    (US Dollars in Thousands)


                                                                       For the Six Months Ended June 30,
                                                                       ---------------------------------

                                                                          1998                 1997
                                                                          ----                 ----
CASH FLOWS USED IN OPERATING ACTIVITIES:
<S>                                                                     <C>                  <C>     
Net loss                                                                $  (634)             $  (800)
Adjustments to reconcile net loss to net cash used in
operating activities:
     Depreciation and amortization                                          303                  281
     Impairment of long-lived assets                                       --                   (363)
     Compensation expense recognized in
       connection with stock warrant issuance                                77                 --
     Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                             (96)                 (98)
     Increase (decrease) in other assets and deferred charges                (3)                   2
     (Increase) decrease in other current assets                            (41)                   5
     Increase (decrease) in payables and accrued liabilities                 86                    9
     Increase (decrease) in unearned revenue                                 (5)                 (25)
                                                                        -------              -------
Net cash flows used in operating activities                                (313)                (989)

CASH FLOWS FROM(USED IN)INVESTING ACTIVITIES:
Purchase of property and equipment                                         (195)                (129)
Purchase of data                                                           --                   (100)
                                                                        -------              -------
Net cash flow used in investing activities                                 (195)                (229)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock                                  778                  (47)
Proceeds from the exercise of options and warrants                        1,138                    4
Payment of capital lease obligations                                       --                     (2)
Payment of related party obligation                                        --                   (100)
Proceeds from notes payable                                                   9                 --
Principal payment on debt obligations                                       (35)                 (58)
                                                                        -------              -------
Net cash flows from financing activities                                  1,890                 (203)

Net increase (decrease) in cash and cash equivalents                      1,382               (1,421)

CASH AND CASH EQUIVALENTS, beginning of period                              325                2,050
                                                                        -------              -------

CASH AND CASH EQUIVALENTS, end of period                                $ 1,707              $   629
                                                                        =======              =======

Supplemental Information:
  Cash paid during period for interest                                  $     8              $    17


                 The accompanying notes are an integral part of these financial statements


</TABLE>
                                                       6
<PAGE>

                        INFONOW CORPORATION AND SUBSIDARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The  financial   statements  are  unaudited  and  reflect  all  adjustments
(consisting only of normal recurring  adjustments)  which are, in the opinion of
management,  necessary for a fair  presentation  of the  financial  position and
operating  results for the interim  periods.  Certain amounts for the six months
ending June 30, 1997 have been  reclassified  to conform  with the current  year
classifications. Such reclassifications had no effect on net loss.

     The financial  statements  as of December 31, 1997,  have been derived from
audited  financial  statements  which contained an explanatory  paragraph in the
auditors report  describing  uncertainties  concerning the Company's  ability to
continue  as a  going  concern.  The  financial  statements  should  be  read in
conjunction with the financial  statements and  accompanying  notes contained in
the  Company's  Form 10-KSB for the fiscal year ended  December  31,  1997.  The
results of operations for the six months ended June 30, 1998 are not necessarily
indicative  of the  results  that will be  achieved  for the entire  fiscal year
ending December 31, 1998.



Note 2. SUPPLEMENTAL CASH FLOW DISCLOSURES

     During the six months ended June 30, 1998, there were no non-cash investing
or financing activities.



Note 3. EQUITY TRANSACTIONS

     On March 27,  1998,  the Company  completed a private  placement of 450,000
shares of its common stock at $1.75 per share,  which was above the market price
of the  Company's  common  stock at the  date of the  transaction.  Total  gross
proceeds  from the sale of stock were  $787,000.  The Company  served as its own
placement agent, incurring $10,000 in costs.

     During the three  months ended June 30, 1998,  the Company  issued  999,064
shares of common stock in conjunction with the exercise of options and warrants.
The per-share  price range of $0.40 to $1.40  resulted in gross  proceeds to the
Company of $1,138,000.


                                       7
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

General Information and Overview of the First and Second Quarters

     The  Company  develops  and  markets  a  suite  of  referral  and  prospect
management services under the name FindNow(R) RMS. The services utilize Internet
and GIS  technology  to help  corporations  reliably and  cost-effectively  tell
current and prospective  customers  where they can find their nearest  reseller,
branch,  or service  center.  InfoNow  introduced its services in July 1996. The
Company's  services can be provided to both a Client's web site and call center.
The services also provide sophisticated reporting capabilities to allow a client
to capture  prospect lead information in real time for sales follow-up and sales
promotion.  The  Company's  customers  include six of the eight largest banks in
North America,  six of the 10 largest global  computer and networking  firms, as
well as other industry leaders such as American Airlines, FedEx, Goodyear, Shell
and United Healthcare. Additional information about the Company can be viewed on
the World Wide Web at www.infonow.com.

     Although the Company has experienced a significant  increase in its backlog
and revenues from sales of its FindNow service,  the Company has not experienced
corresponding  significant  increases  in its  operating  expenses.  The Company
believes  that most of its  infrastructure  costs,  such as  servers,  technical
personnel,  telecommunications  and certain of its data costs are largely  fixed
and are not expected to vary  significantly with an increase in client contracts
in the near future. In addition, the management of the Company believes that the
majority of the  infrastructure  is in place to support a  sufficient  number of
clients  for the  Company to achieve  profitability.  The  Company's  success in
achieving  profitability is primarily  dependent on market acceptance and future
sales of its FindNow service to additional  customers to offset operating costs.
Although  significant  selling  efforts  are  under  way  to  add  new  customer
contracts,  the limited  operating  history of the Company makes it difficult or
impossible to predict the exact timing and amount of these future sales.

Results of Operations

     The results from continuing  operations for the three months and six months
ended June 30, 1998 and 1997 reflect the revenues and expenses of the  Company's
FindNow  RMS  operations.  The  Company  sold  all the  assets  of its  Cimarron
subsidiary,  which produced interactive media and other business  presentations,
on December 11, 1997. The results of Cimarron's business have been classified as
discontinued operations for the three months and six months ended June 30, 1997.

Three  Months  Ended June 30, 1998  compared to the results for the Three Months
Ended June 30, 1997

     Net Revenues.  The Company's  revenues from continuing  operations  consist
primarily  of setup and monthly  service  fees from  ongoing  contracts  for its
FindNow service. Total sales increased by $357,000, or 220% for the three months
ended June 30, 1998,  compared to the revenues in the prior year.  The increased
revenues were generated by additional  contracts sold and implemented during the
prior year.  The number of active  contracts at June 30, 1998 was 65 as compared
with 23 on June 30, 1997.

     Cost of  Sales.  The  cost of  sales  decreased  from  244% of sales in the
three-month  period  ended June 30,  1997,  to 86% of sales for the  three-month
period ended June 30, 1998.  This  decrease is  primarily  due to the  increased
revenues generated by additional contracts sold and implemented during the prior
year. The total cost of sales over the same period rose by 13% or $52,000.  This
increase is mainly due to an increase in the  salaries  and related  benefits of
additional employees hired during the year.

     Selling and  Marketing.  Selling and  marketing  expenses,  as a percent of
revenues,  decreased  from 139% for the three months ended June 30, 1997, to 44%
for the three months ended June 30, 1998.  This decrease is primarily due to the
increased revenues generated by additional contracts sold and implemented during
the prior year. Total selling and marketing  expenses increased by $2,000, or 1%


                                       8

<PAGE>


for the three months ended June 30, 1998,  as compared to the three month period
ended June 30, 1997. Increases in the salaries, commission costs and benefits of
additional  sales  personnel  were  offset  by the  decrease  in trade  show and
advertising and promotion expenses.  Selling and Marketing expenses,  especially
sales  commission  expenses,  which are based on a percentage of new  contracted
sales, are expected to increase in relation to increases in revenues.

     General and Administrative.  General and administrative  expenses decreased
from 200% of sales for the three months ended June 30, 1997, to 37% of sales for
the three  months  ended  June 30,  1998.  This  decrease  is  primarily  due to
increased revenues generated by additional contracts sold and implemented during
the prior year while the total amount of general and administrative expenses has
decreased  by 40%,  or  $129,000.  This  decrease  is  primarily  due to reduced
salaries and related costs compared to the prior year's quarter.  These expenses
not  expected to increase  significantly  as  additional  client  contracts  and
related revenues are added for the remainder of the current year.

     Non-Operating Income (expense). Net non-operating income was $5,000 for the
three  months  ended June 30,  1997  compared to a net  non-operating  income of
$14,000 for the three months ended June 30, 1998.  The increase is mainly due to
additional interest income on cash and cash equivalents.

     Net Loss from Continuing  Operations.  The reported net loss of the Company
for the three months ended June 30, 1998 decreased by approximately  $324,000 or
49%, as compared to the results of the three months  ended June 30,  1997.  This
decrease  is  primarily  due  to  increased  revenues  generated  by  additional
contracts  sold and  implemented  during  the prior year  without  corresponding
increases in operating expenses.



Six Months Ended June 30, 1998  compared to the results for the Six Months Ended
June 30, 1997

     Net Revenues.  The Company's  revenues from continuing  operations  consist
primarily  of setup and monthly  service  fees from  ongoing  contracts  for its
FindNow service.  Total sales increased by $573,000,  or 148% for the six months
ended June 30, 1998,  compared to the revenues in the prior year.  The increased
revenues were generated by additional  contracts sold and implemented during the
prior year.  The number of active  contracts at June 30, 1998 was 65 as compared
with 23 on June 30, 1997.

     Cost of Sales.  The cost of sales  decreased  from 193% of sales in the six
month  period ended June 30, 1997 to 89% of sales for the six month period ended
June  30,  1998.  This  decrease  is  primarily  due to the  increased  revenues
generated by additional  contracts sold and  implemented  during the prior year.
The total  cost of sales  over the same  period  rose by 14% or  $105,000.  This
increase is mainly due to an increase in  depreciation  expense on equipment put
into service and an increase in the salaries and related  benefits of additional
employees during the prior year.

     Selling and  Marketing.  Selling and  marketing  expenses,  as a percent of
revenues,  decreased from 93% for the six months ended June 30, 1997, to 37% for
the six months  ended June 30,  1998.  This  decrease  is  primarily  due to the
increased revenues generated by additional contracts sold and implemented during
the prior year. Total selling and marketing  expenses decreased by $3,000, or 1%
for the six months  ended June 30,  1998,  as compared  to the six month  period
ended June 30, 1997. Increases in the salaries, commission costs and benefits of
additional  sales  personnel  were  offset  by the  decrease  in trade  show and
advertising and promotion expenses.  Selling and Marketing expenses,  especially
sales  commission  expenses,  which are based on a percentage of new  contracted
sales, are expected to increase in relation to increases in revenues.

     General and Administrative.  General and administrative  expenses decreased
from 136% of sales for the six months ended June 30,  1997,  to 42% of sales for
the six months ended June 30, 1998.  This decrease is primarily due to increased
revenues generated by additional contracts sold and implemented during the prior
year while the total amount of general and administrative expenses has decreased
by 31%, or  $125,000.  This  decrease is primarily  due to reduced  salaries and

                                       9

<PAGE>



related costs compared to the first six months of the prior year. These expenses
not  expected to increase  significantly  as  additional  client  contracts  and
related revenues are added for the remainder of the current year.

     Non-Operating  Income (expense).  Net non-operating  income was $12,000 for
the six months  ended June 30, 1997  compared to a net  non-operating  income of
$18,000 for the six months  ended June 30,  1998.  The increase is mainly due to
increased  interest  income on cash and cash  equivalents and small gains due to
sales of assets and gains from debt extinguishment.

     Net Loss from Continuing  Operations.  The reported net loss of the Company
for the six months ended June 30, 1998  decreased by  approximately  $274,000 or
30%,  as  compared to the  results of the six months  ended June 30,  1997.  The
results  of the six  months  ended  June 30,  1997  include a  non-cash  gain of
$364,710  related  to the  retirement  of  common  shares  originally  issued in
conjunction  with the acquisition of Navigist.  Without the non-cash gain in the
six months ended June 30,  1997,  the net loss of the Company for the six months
ended June 30,  1998  decreased  by 70% or  $639,000  compared  to the first six
months of the prior year.  This decrease is primarily due to increased  revenues
generated by additional  contracts  sold and  implemented  during the prior year
without corresponding increases in operating expenses.



Liquidity and Capital Resources

     The  Company  had cash and  equivalents  of  $1,707,000  at June 30,  1998,
compared to $325,000 at December 31, 1997, or a net increase of $1,382,000. This
increase was primarily due to a private equity financing on March 27, 1998 which
resulted in gross  proceeds of $788,000,  and the exercise of stock  options and
warrants  during  the  second  quarter  which  resulted  in  gross  proceeds  of
$1,128,000.  This  increase  was  offset by  $310,000  of cash  utilized  in the
operations  of the  Company,  $198,000  used to  purchase  of data and  computer
equipment and $26,000 net debt service costs.

     The Company has made significant  progress in  commercializing  its FindNow
service  with 65  contracts  in backlog as of June 30,  1998.  Cash  utilized in
operations  was  $310,000  for the six months  ended June 30,  1998  compared to
$989,000  used for  operations  in the six  months  ended  June 30,  1997.  This
improvement is due to additional sales of its FindNow RMS without  corresponding
increases in operating expenses of the Company.

     The Company  currently  projects that available cash balances together with
projected  cash flow from  operations  will be  sufficient to fund the Company's
operations for the next twelve months  without  additional  external  financing.
These projections  assume that the Company does not substantially  increase cash
used in its current  operations and that overall  operating costs of the Company
will not change significantly as new client contracts are added.

Impact of the Year 2000 Issue

     The Year  2000  Issue is the  result of  certain  computer  programs  being
written using two digits rather than four to indicate the applicable  year. As a
result, computer programs with date-sensitive software may incorrectly recognize
a date using  "00" as the year 1900  rather  than the year  2000.  Such an error
could result in a system failure or miscalculations  resulting in disruptions of
operations,   including  a  temporary   inability  to  process  normal  business
transactions.

     The  Company  has   recently   examined   its   production   and   internal
administrative  systems for year 2000 issues.  As a result of that  review,  the
Company has  determined  that no significant  modifications  will be required to
make  their   systems  year  2000   compliant  and  does  not  expect  that  any
modifications  required will have a material impact on its business,  operations
or financial condition. The Company has not completed its assessment of the year
2000 compliance of its principal  vendors.  The Company expects to complete this
review by the end of 1998.


                                       10
<PAGE>


Forward Looking Statements

     The Company's  actual results may vary materially from the  forward-looking
statements  made above.  The Company  intends that such statements be subject to
the safe harbor  provision of the Securities Act. The Company's  forward-looking
statements  include the plans and objectives of management for future operations
and relate to: (i) the ability of the Company to  generate  future  sales of the
Company's FindNow service, (ii) market acceptance of the FindNow service,  (iii)
success of the Company in forecasting and meeting the demand of the customers of
the FindNow service,  including  maintaining technical performance of the system
as new FindNow customers are added, (iv) ability to obtain financing to purchase
equipment needed to provide service to additional FindNow customers, (v) ability
to maintain  pricing and  adequate  profit  margins on its products and services
(vi) ability to retain  qualified  technical  personnel (vii) ability to control
development costs of FindNow service within current budgeted levels,  (viii) and
the ability of the Company to raise additional capital, if needed.

     The  foregoing  assumptions  are based on judgments  with respect to, among
other things,  future economic,  competitive and market  conditions,  and future
business  decisions,  all of  which  are  difficult  or  impossible  to  predict
accurately and many of which are beyond the Company's ability to control.  There
are also other risks which could cause the  Company's  revenues or costs to vary
markedly from the  forward-looking  statements made above, such as the risk that
the market  demand for the  FindNow  may not  develop as  expected or if it does
develop,  that the Company will be able to generate sufficient sales to fund its
operations.

     Accordingly,  although the Company believes that the assumptions underlying
the forward-looking  statements are reasonable,  any such assumption could prove
to be  inaccurate  and  therefore  there can be no  assurance  that the  results
contemplated in  forward-looking  statements will be realized and any statements
should not be regarded as are  presentation  by the Company or any other  person
that the Company's objectives or plans will be achieved.  Additional  disclosure
of factors that could cause actual  results to differ  materially  from those in
the  forward-looking  statements may be found in the Company's documents on file
with the  Commission,  including its Form 10-KSB for the year ended December 31,
1997 and its registration statement on Form SB-2.


                                       11
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     (c) The  Company  sold the  following  unregistered  securities  during the
quarter ended June 30, 1998:

          (1)  On March 2, 1998, the Company issued 2,000 shares of Common Stock
               with an  aggregate  value of $1,660  to a  non-U.S.  resident  in
               connection with a loan to the Company.

               The Company  believes this  transaction was private in nature and
               was exempt from the registration requirements of Section 5 of the
               Securities Act by virtue of the exemptions provided by Regulation
               S of the Securities Act.


          (2)  Between  April 6,  1998 and June 6,  1998,  the  company  sold an
               aggregate of 997,897 shares of Common Stock to various  investors
               for an aggregate  purchase price of $1,137,033.  The transactions
               were due to the exercise of stock  warrants.  The per-share price
               ranged from $0.40 to $1.40.

               The Company  believes these  transactions  were private in nature
               and were exempt from the  registration  requirements of Section 5
               of the  Securities  Act by virtue of the  exemption  contained in
               Section 4(2) of the Securities Act.


          (3)  On May 22,  1998,  the Company  issued  224,517  shares of Common
               Stock to  existing  shareholders  upon  exercise  of  warrants to
               purchase  Common  Stock,  in  consideration  for  payment  of  an
               aggregate price of $89,807, the exercise price of the warrants.

               The Company  believes this  transaction was private in nature and
               was exempt from the registration requirements of Section 5 of the
               Securities  Act by virtue of the  exemption  contained in Section
               4(2) of the Securities Act.


          (4)  On May 22, 1998, the Company issued 50,000 shares of Common Stock
               to an existing  shareholder upon exercise of warrants to purchase
               Common Stock, in consideration  for payment of an aggregate price
               of $65,000, the exercise price of the warrants.

               The Company  believes this  transaction was private in nature and
               was exempt from the registration requirements of Section 5 of the
               Securities Act by virtue of the exemptions provided by Regulation
               S of the Securities Act.


          (5)  On June 5, 1998,  the  Company  issued  551,630  shares of Common
               Stock to  existing  shareholders  upon  exercise  of  warrants to
               purchase  Common  Stock,  in  consideration  for  payment  of  an
               aggregate price of $772,281, the exercise price of the warrants.

               The Company  believes this  transaction was private in nature and
               was exempt from the registration requirements of Section 5 of the
               Securities Act by virtue of the  exemptions  contained in Section
               4(2) of the Securities Act.



                                       12

<PAGE>


          (6)  On June 5, 1998,  the  Company  issued  134,250  shares of Common
               Stock to  existing  shareholders  upon  exercise  of  warrants to
               purchase  Common  Stock,  in  consideration  for  payment  of  an
               aggregate price of $188,949, the exercise price of the warrants.

               The Company  believes this  transaction was private in nature and
               was exempt from the registration requirements of Section 5 of the
               Securities Act by virtue of the  exemptions  contained in Section
               4(2) of the Securities Act.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its annual  meeting of  stockholders  on May 8, 1998.  The
     following  incumbent  directors were re-elected to their positions to serve
     until the next annual meeting or their successor is elected.  The following
     votes were cast with respect to the election of directors:

                                                  For              Withhold

      Michael Basch                            3,531,701              490

      Donald Cohen                             3,531,661              530

      Michael Johnson                          3,531,701              490

      Duane Wentworth                          3,531,365              826

      Nahum Rand                               3,531,701              490



     The Company also  submitted  three  additional  proposals  for  shareholder
consideration:

     Proposal #2.

          To amend the Company's 1990 stock option plan to (a) allow the Company
          to grant  non-statutory  stock options to  consultants to the Company,
          and (b) increase the number of shares of Common  Stock  available  for
          purchase from 1,700,000 to 2,200,000 shares.

                 For                   Against                Abstain

              3,469,525                62,390                   276

     Proposal #3.

          To ratify  the sale of assets of the  Company's  subsidiary,  Cimarron
          International, Inc.

                  For                  Against                Abstain

              3,530,535                 1,320                   336

     Proposal #4.

          To ratify  the  selection  of  Hein+Associates,  LLP as the  Company's
          independent accountants for 1998.

                  For                  Against                Abstain

              3,530,091                 2,100                    0


                                       13

<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits-  Included,  as exhibits  are the items  listed on the Exhibit
         Index. The Registrant will furnish a copy of any of the exhibits listed
         upon payment of $5.00 per exhibit to cover the costs to the  Registrant
         of furnishing such exhibit.

     (b) Reports on Form 8-K

         No reports  were filed on form 8-K during the six months ended June 30,
         1998




                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

     Dated: August 7, 1998

                                            INFONOW CORPORATION

                                            (Registrant)



                                            /s/ Michael W. Johnson
                                            ------------------------------------
                                            Michael W. Johnson
                                            Chief Executive Officer, President
                                            and Director (Principal Executive
                                            Officer)


                                            /s/ Kevin D. Andrew
                                            ------------------------------------
                                            Kevin D. Andrew
                                            Chief Financial Officer, Treasurer
                                            and Secretary (Principal Financial
                                            and Accounting Officer)


                                       14
<PAGE>




                                  EXHIBIT INDEX



Exhibit
Number      Description
------      -----------


3.1       Certificate of Incorporation of the Company, as Amended.(A)

3.3       Bylaws of the Company, as Amended.(B)

4.1       Form of Common Stock  Certificate for the  Registrant's  Common Stock,
          $.001 par value per share.(B)

4.4       Form of Class C Warrant.(C)

10.3      Conversion   Agreement  by  and  between  the  Registrant  and  Gilman
          Securities Corporation dated as of August 19, 1993.

10.14     InfoNow Corporation 1990 Stock Plan as amended.(A)

10.27     Opus Agreements to Provide  Financial  Advisory Services dated May 23,
          1995, July 17, 1995, August 2, 1995 and October 10, 1995.(E)

10.29     Employment  Agreement  between the Company and W. Brad Browning  dated
          January 9, 1996.(E) 10.30 Employment Agreement between the Company and
          Kevin Andrew dated March 1, 1996.(E)

10.32     Agreement  between  the  Company and  Environmental  Systems  Research
          Institute, Inc. ("ESRI") dated March 6, 1996.(E)

10.33     Stock Purchase and Sale  Agreement by and among VDC  Paradigms,  Inc.,
          Craig  Michaelis,  David  Wertzberger  and InfoNow  Corporation  dated
          December 13, 1996.(A)

10.34     Employment Agreement between the Company and Donald E. Cohen dated May
          22, 1995, as amended.(A)

10.35     Asset  Sale  Agreement  for sale of  assets to  Cimarron  Dog and Pony
          Company, Inc. dated December 11, 1997.(F)

10.36     Michael W. Johnson employment agreement dated January 1, 1998.(F)

10.37     Agreement  dated  October 23, 1997  between the Company and Michael W.
          Johnson regarding sale of the Company.(F)

27.1       Financial Data Schedule

----------------------

(A)  Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.

(B) Incorporated by reference from
Registration  Statement No.  33-43035 on Form S-1 dated  February 14, 1992.

(C)   Incorporated  by  reference  from   Post-Effective   Amendment  No.  2  to
Registration Statement No. 33-43035 on Form S-1 dated July 13, 1993.

(D)   Incorporated  by  reference  from   Post-Effective   Amendment  No.  3  to
Registration Statement No. 33-43035 on Form S-1 dated September 30, 1996.

(E)  Incorporated by reference from the Company's Annual Report on Form 10-K for
year ended December 31, 1995.

(F)  Incorporated  by reference from the Company's  Annual Report on Form 10-KSB
for the year ended December 31, 1997.


                                       15